UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): April 22, 2016

 

 

NOBLE CORPORATION plc

(Exact name of Registrant as specified in its charter)

 

 

 

England and Wales		001-36211		98-0619597
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. employer identification number)

 

Devonshire House, 1 Mayfair Place London, England		W1J8AJ
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: +44 20 3300 2300

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2016 annual general meeting of the shareholders of Noble Corporation, a company incorporated in England and Wales (the “Company”), was held on April 22, 2016. Matters voted on at the annual general meeting and the results thereof were as follows:

 

(1)	Resolution 1: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee				For				Against				Abstain				Broker Non-Votes
	Ashley Almanza				174,010,412				6,902,319				292,168				35,690,573

 

(2)	Resolution 2: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee				For				Against				Abstain				Broker Non-Votes
	Michael A. Cawley				174,922,219				6,017,865				264,815				35,690,573

 

(3)	Resolution 3: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee				For				Against				Abstain				Broker Non-Votes
	Julie H. Edwards				176,360,604				4,558,386				285,909				35,690,573

 

(4)	Resolution 4: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee				For				Against				Abstain				Broker Non-Votes
	Gordon T. Hall				174,950,146				5,985,409				269,344				35,690,573

 

(5)	Resolution 5: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee				For				Against				Abstain				Broker Non-Votes
	Scott D. Josey				178,841,187				2,061,560				302,152				35,690,573

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(6)	Resolution 6: The following individual was reelected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee				For				Against				Abstain				Broker Non-Votes
	Jon A. Marshall				177,235,469				3,696,158				273,272				35,690,573

 

(7)	Resolution 7: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee				For				Against				Abstain				Broker Non-Votes
	Mary P. Ricciardello				175,605,540				5,298,642				300,717				35,690,573

 

(8)	Resolution 8: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee				For				Against				Abstain				Broker Non-Votes
	David W. Williams				172,221,138				6,517,305				2,466,456				35,690,573

 

(9)	Resolution 9: The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2016 was approved.

 

For				Against				Abstain				Broker Non-Votes
	215,325,413				1,257,616				312,443			—

 

(10)	Resolution 10: The resolution to reappoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors until the 2017 annual general meeting of shareholders was approved.

 

For				Against				Abstain				Broker Non-Votes
	215,329,832				1,223,308				342,332			—

 

(11)	Resolution 11: The resolution authorizing the Company’s audit committee to determine the UK statutory auditors’ compensation was approved.

 

For				Against				Abstain				Broker Non-Votes
	213,192,510				2,293,670				1,409,292			—

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(12)	Resolution 12: The resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved.

 

For				Against				Abstain				Broker Non-Votes
	120,370,799				49,715,341				11,118,759				35,690,573

 

(13)	Resolution 13: The resolution to approve, on an advisory basis, the directors’ compensation report, which is set out in the annual report and accounts of the Company for the year ended December 31, 2015, was approved.

 

For				Against				Abstain				Broker Non-Votes
	94,583,732				75,437,859				11,183,308				35,690,573

 

(14)	Resolution 14: The resolution to approve an increase in the number of ordinary shares available for issuance under the Noble Corporation plc 2015 Omnibus Incentive Plan.

 

For				Against				Abstain				Broker Non-Votes
	122,939,243				47,313,170				10,952,486				35,690,573

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 22, 2015